TERMS OF ENGAGEMENT

1. OUR RELATIONSHIP

These Terms of Engagement set out the basis on which we provide services to our clients (“you”).

2. SERVICES

2.1 Each time we agree to provide a training to you, we will set out in a separate letter or email (“Engagement Letter“) the scope of the services we will provide (“Services“) and the fee arrangements. These Terms of Engagement together with the Engagement Letter (and, where appropriate, any ancillary fee arrangement document) will form the contract between us.

2.2 Your contract is with Juristconsult Consultancy Ltd (“we” and “us“).

2.3 We will perform the Services with reasonable skill and care.

2.4 This contract is subject to the applicable legal, professional and regulatory requirements with which we must comply.

2.5 We need your input to properly perform the Services and we rely on you to provide us with accurate and complete information about the subject matter and to update such information as necessary.

2.6 Where the course is being delivered at your premises, you will provide us with (i) access, training space and any equipment necessary for the delivery of the course; and (ii) such facilities as are reasonably notified to you in advance. You warrant that your premises have the appropriate technical and IT equipment to allow us to provide the course.

2.7 You shall have appropriate health and safety policies in operation and you shall use your best endeavours to ensure the safety of the Trainers and their  property at all times.

2.8 Where the course is being delivered at our premises, you shall be responsible for all damage to the premises and/or damage to other people’s property on the
premises caused by the participants.

2.9 The Engagement Letter will nominate individuals with appropriate skills to carry out the Services. From time to time we may delegate tasks to other suitably
experienced persons.

2.10 We reserve the right to modify the course content at any time.

2.11 We shall use reasonable endeavours to meet any specified training dates, but any such dates shall be anticipated dates only and may be subject to alteration.

2.12 Due to circumstances beyond our control, speakers, venue, content and timings may vary. We reserve the right to cancel or re-schedule the course if necessary. In the case of cancellation by us a full refund of course fees will be made. In the event of a re-schedule, course fees will be transferred to the new date. Participants who cannot make the revised date may ask for a cancellation or delegate substitution. We will not be held liable for any transport or accommodation costs in the unlikely event of a course being cancelled.

3. FEES

3.1 Our fee arrangements are as set out in the Engagement Letter (or in any separate agreement on fees which may be sent to you).

3.2 We reserve the right to charge an amendment fee of MUR 1,000 per document which we are requested to amend on account of inaccurate information that has been provided to us, including trainee names and national identity numbers.

3.3 All fees shall be paid in cleared funds, without any deduction or set-off and net of and without deduction for or on account of any taxes, duties or withholdings of any nature imposed by any governmental or other authority, save as required by law. If you are required to make any such deduction or set-off, you shall pay us such additional amounts as are necessary to ensure receipt by us of the full amount which we would receive but for such deduction or set-off.

3.4 Our fees are payable in full at least three (3) days prior to the training, failing which we reserve the right to cancel and/or postpone the scheduled training.

3.5 Cancellation and transfers at short notice will be charged as follows:

  • 15-30 days before start of the course: 50% of the fee payable for the training;
  • 0-14 days before start of the course: full fee payable for the training.

3.6 In any referral for collection or action against you for monies due to us, upon recovery by us, you shall pay our expenses of collection and/or litigation, including law practitioner fees at a rate of 10% of the amount due.

4. ELECTRONIC COMMUNICATION

4.1 We may communicate with you by email or through  other electronic means which shall not be encrypted unless we have specifically agreed with you to do so.

4.2 We are not liable for misdirection, unauthorised interception nor transmission of viruses via electronic communications unless we have caused this by our
own negligence or wilful default.

4.3 We will not initiate communications with you via instant messaging channels (such as Whatsapp, WeChat or other social media platforms), as we do not have control over these and such use may prejudice the confidentiality of your information. If you communicate with us via instant messaging, we will not be held liable for any data breach which results from transmitting information through these means, nor will we be liable for any direct or indirect loss resulting from a data breach caused by using instant messaging or by third parties intercepting your information.

5. CLIENT IDENTIFICATION

5.1 You are identified in the Engagement Letter as our client. You remain liable for the entire fees as set out in the Engagement Letter, notwithstanding that we are instructed to split the fees and issue several invoices, each one addressed to different legal entities, which are distinct and separate from you.

6. CONFIDENTIAL INFORMATION

6.1 We will keep confidential all information you provide to us during the course of this engagement. You agree that we may disclose any such confidential information to our professional indemnity insurers, our auditors, and other selected or third parties to whom we outsource certain finance and administrative roles, tasks and functions including without limitation document processing, waste disposal IT support and service providers, document and information storage and archiving service providers or where required by law or regulation.

6.2 You agree that we will not be under any obligation to disclose to you any information of which we owe a duty of confidentiality to another client or any other person and you agree to us acting for you notwithstanding that we may hold such information and further notwithstanding that it may be material to the subject matter of the Services.

6.3 If we hold confidential information for you we may act for another client on a matter where such information is material to their matter but we will put in place appropriate measures to ensure that the confidentiality of your information is maintained.

7. LIMITATION OF LIABILITY

7.1 The aggregate liability of Juristconsult Consultancy Ltd (and/or Juristconsult Persons) in any circumstances for loss or damage arising from or in connection with the Services is limited to three times the fees as set out in the Engagement Letter. For the purposes of this clause 7 Juristconsult Persons means Juristconsult Consultancy Ltd and its respective members, partners, directors, employees, representatives or agents.

7.2 Our duty and liability is to you and no one else.

7.3 Any claim in respect of the Services may only be made against Juristconsult Consultancy Ltd.

7.4 The liability of Juristconsult Consultancy Ltd (and/or any Juristconsult Persons) for loss or damage arising from or in connection with the Services is limited to the proportion of the loss and damage as is just and equitable having regard to the extent of your own responsibility for the loss and damage and that of any other party (regardless of any inability on your part to enforce a claim against such other party due to limitation, a lack of means, reliance by that other party
on an exclusion or limitation of liability or otherwise).

7.5 We will not be liable for loss of profits or any indirect or consequential loss or damage arising in connection with the Services.

7.6 Nothing contained in clause 7 shall be applicable to the extent that it:

  1.  constitutes a limitation or exclusion of liability for death or personal injury caused by negligence or constitutes a limitation or exclusion of liability for fraud, reckless disregard of professional obligations; or
  2.  would render any Juristconsult Persons in breach of any applicable and mandatory legal, regulatory or other professional restriction or requirement, provided that in such circumstances the provisions of clause 7 that are deemed to be inapplicable shall only be inapplicable in relation to Juristconsult Persons who would otherwise be so in breach and shall continue to have full force and effect as regards other Juristconsult Persons.

8. INTELLECTUAL PROPERTY

We will retain copyright, intellectual property and proprietary rights in all documents and materials prepared by us during the course of providing the Services. However you are entitled to make use of those documents for the purposes for which they were provided.

9. DATA PROTECTION

9.1 You and we will each act as separate and independent data controllers and will each comply with our respective legal and regulatory obligations in relation to any processing of personal data. Personal data will be processed in such manner and for such purposes as you or we see fit during and/or as part of this engagement to deliver the Services and in line with the Data Protection Act 2017. Unless expressly agreed by us separately in writing, we will not process personal data on your behalf and at your direction as a processor.

9.2 We may appoint subcontractors or other external processors as required to deliver the Services. They will process any personal data on our behalf and at our direction. We will conduct appropriate due diligence on external processors and adopt suitable contractual provisions to ensure compliance with all relevant legal and regulatory obligations.

9.3 We will implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

9.4 If either of us becomes aware of, or reasonably suspects, any breach of security that could lead to loss, disclosure or destruction of personal data relating to the Services we shall co-operate with each other to enable each of us (as applicable) to comply with our respective obligations under data protection and/or any other similar laws which may impose an obligation in relation to the management of security breaches.

9.5 If you are an individual, you acknowledge that where we need to process personal data about you to deliver the Services to you, we will be processing personal data for the purposes of performance of a contract with you.

9.6 Photos, videos and audio recording of the course may be taken during the course and same may be broadcasted by us on media, online or otherwise. Should you have any issue with this, kindly let us know by contacting us at [email protected].

9.7 You can find more information about how we process your personal data by acceding to our Data Privacy Notice which is available at JC-Consultancy-Data-Protection-Notice-2019.pdf.

10. TERMINATION

Our relationship will end when we have delivered the course as set out in the Engagement Letter. However, if we believe it is appropriate to do so, we may terminate our engagement with you for any reason. If we propose to exercise this right, we shall confirm in writing that we would no longer be running the course as set out in the Engagement Letter.

11. RETENTION OF DOCUMENTS

We will retain your files and documents in compliance with our obligations under applicable data protection legislations for at least three years after your matter has been closed by us, or for longer if we are required to do so according to legal or regulatory obligations. We may then destroy such files without further notice or liability to you. If you request your files and documents we may charge you for the costs of copying a duplicate.

12. GENERAL

12.1 The contract between us will be governed by the law of the Republic of Mauritius and the Mauritian courts shall have exclusive jurisdiction over any dispute which might arise out of or in connection with this contract.

12.2 No assertion of sovereign immunity will be effective.

12.3 We will not be liable to you if we are unable to perform our Services as a result of any cause beyond our reasonable control.

12.4 Any notice required to be given shall be in writing and shall be delivered by hand or sent by post or email to the other party at its address set out in the Engagement Letter, or such other address as may have been notified by that party for such purposes.

12.5 Any changes to these Terms of Engagement or the Engagement Letter must be agreed between us and confirmed in writing.

12.6 The Engagement Letter, together with any separate agreement on fees and the Terms of Engagement shall constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.7 If any provision or part-provision of the Engagement Letter and/or the Terms of Engagement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remaining part.

12.8 Your continued instructions in this matter will confirm your acceptance of these Terms of Engagement.

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